SEC Form 4 · accession 0001104659-17-042944
ENVESTNET, INC. · ENV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Peter D'Arrigo
Officer — Chief Financial Officer
Period of report
Jun 28, 2017
Accepted (ET)
Jun 30, 2017 · 4:05 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001337619
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jun 28, 2017 | M | 7,500 | $7.50 | A | 19,976 | D | |
| Common StockF11 | Jun 28, 2017 | S | 7,500 | $39.20 | D | 12,476 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F1 | $7.50 | Jun 28, 2017 | M | 7,500 | D | Jun 16, 2008 | Jun 6, 2018 | Common Stock | 7,500 | 173,437 | D |
| Employee Stock Option (Right to Buy)F2 | $9.00 | holding | — | — | — | Jul 28, 2011 | Feb 28, 2020 | Common Stock | 86,000 | 86,000 | D |
| Employee Stock Option (Right to Buy)F3 | $12.55 | holding | — | — | — | Feb 28, 2012 | Feb 28, 2021 | Common Stock | 10,000 | 10,000 | D |
| Employee Stock Option (Right to Buy)F3 | $12.45 | holding | — | — | — | Feb 28, 2013 | Feb 28, 2022 | Common Stock | 10,195 | 10,195 | D |
| Employee Stock Option (Right to Buy)F3 | $15.34 | holding | — | — | — | Feb 28, 2014 | Feb 28, 2023 | Common Stock | 8,000 | 8,000 | D |
| Employee Stock Option (Right to Buy)F3 | $41.84 | holding | — | — | — | Feb 28, 2015 | Feb 28, 2024 | Common Stock | 10,600 | 10,600 | D |
| Employee Stock Option (Right to Buy)F3 | $53.88 | holding | — | — | — | Feb 28, 2016 | Feb 28, 2025 | Common Stock | 8,250 | 8,250 | D |
| Employee Stock Option (Right to Buy)F7 | $20.51 | holding | — | — | — | Feb 28, 2017 | Feb 28, 2025 | Common Stock | 4,235 | 4,235 | D |
| Employee Stock Option (Right to Buy)F7 | $31.70 | holding | — | — | — | Mar 28, 2018 | Mar 28, 2027 | Common Stock | 3,850 | 3,850 | D |
| Restricted Stock UnitsF4,F6,F5 | — | holding | — | — | — | — | Feb 28, 2018 | Common Stock | 1,834 | 1,834 | D |
| Restricted Stock UnitsF4,F8,F5 | — | holding | — | — | — | — | Feb 28, 2019 | Common Stock | 2,471 | 2,471 | D |
| Performance Stock Unit AwardF4,F9,F5 | — | holding | — | — | — | — | May 12, 2019 | Common Stock | 20,000 | 20,000 | D |
| Restricted Stock UnitsF4,F8,F5 | — | holding | — | — | — | — | Mar 28, 2020 | Common Stock | 11,550 | 11,550 | D |
Explanation of responses
- F1220,000 options were granted to the Reporting Person on 6/16/2008. Such options, which vested in four equal installments, became fully vested on 4/30/2011.
- F10Reflects cashless exercise of stock options which were granted pursuant to Rule 16b-3.
- F11The Common Shares reported herein as being sold were sold at a range of between $39.10 and $39.35 per share. The sale price reported above represents the weighted average sale price for the reported transaction and has been rounded to the nearest cent.
- F2Original option grant vests in four installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
- F3Original option grant vests in three installments beginning on the first anniversary of the date of grant as listed in the "Date Exercisable" column.
- F4Each restricted stock unit is the economic equivalent of one share of Envestnet, Inc. Common Stock
- F5Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
- F6The reporting person was granted 5,500 restricted stock units on February 28, 2015. The remaining unvested restricted stock units will continue to vest as to 1/3 of the original number of shares subject to the restricted stock awards on each succeeding February 28th until fully vested.
- F7This option grant vests over a 3-year period; one-third of the total amount vests on the first anniversary of the applicable date of grant and one-twelfth of the total amount vests on each three-month anniversary of the date of grant thereafter.
- F8This restricted stock unit vests over a 3-year period, with one-twelfth of the total amount vesting on each three-month anniversary of the date of grant.
- F9The Reporting Person will earn a percentage of his performance stock unit award ("Banked Units") based on specific adjusted EBIDTA goals for the relevant performance period. This performance stock unit award vests over 3 consecutive one-year performance periods, with 33.33% of Banked Units vesting following the First Performance Period, 50% of the outstanding Banked Units following the Second Performance Period and 100% of the outstanding Banked Units following the Final Performance Period, as described in the executive's employment agreement dated May 12, 2016 by and between the Company and the Reporting Person.